Banks Said to Weigh Disregarding Fed With Payout-Plan Disclosure

The largest U.S. banks are weighing whether to disregard a Federal Reserve request and announce their dividend plans shortly after the central bank’s stress tests are released, people with knowledge of the process said.

The Fed has asked 18 firms, including JPMorgan Chase & Co. and Goldman Sachs Group Inc., to wait until next week, even though the lenders will get preliminary word today about whether their capital plans were approved. Bank executives are concerned that investors could be confused and are considering whether securities laws may require prompt disclosure of their plans for dividends and share repurchases, the people said.

The debate reflects pressure from stockholders to restore dividends and buybacks to levels that prevailed before the 2008 credit crisis, when payouts were cut to token amounts to preserve capital. Now, after the second-most profitable year on record for U.S. banks, investors in the six largest lenders are anticipating increases that could total $41 billion.

“You don’t want to surprise the analyst community, which is sitting there hungry for details,” said John Coffee, a securities-law professor at Columbia University Law School. “Analysts have a way of finding these things out even if the company doesn’t make a formal disclosure, and if it leaks, the company is supposed to immediately disclose the true results.”

The U.S. Securities and Exchange Commission requires that once material nonpublic information has been shared with a subset of market participants, it must be released so that no one gets an unfair advantage.

Bankers Resist

Bank lawyers are pressing management to disclose plans this week to avoid running afoul of securities laws, according to one of the people. Some bankers are resisting because the Fed results will be preliminary and regulators could still change their minds, according to three people, who asked for anonymity because the discussions are private.

The banks’ dilemma stems from the latest round of Fed stress tests, designed to show whether lenders could survive shocks like the one that almost destroyed the banking system in 2008. The Fed gives initial results this week and tells banks next week whether they can boost payouts, after taking into account plans by management to improve their capital.

Banks are allowed to disclose their own report cards showing how they think they fared under the stress tests. They’re required to release those assessments by March 31.

‘Helpful Disclosure’

“We’re still working through internally whether we think it’s helpful for us to put out results at the same time” as the Fed, JPMorgan Chief Financial Officer Marianne Lake said March 5 during an investor conference, referring to releasing the firm’s report card. “There is a possibility we’ll do that and we’re just trying to work out whether that’s the most helpful disclosure.”

Spokesmen for the six biggest U.S. banks — JPMorgan, Bank of America Corp., Citigroup Inc., Wells Fargo & Co., Goldman Sachs and Morgan Stanley — said their companies had no comment. The Fed’s Barbara Hagenbaugh declined to comment.

Breaking up the release of stress-test results over two weeks has sown confusion about when and what bankers should disclose publicly, two people said. The Fed added the ability for a bank to resubmit its capital plan if the first one was rejected. That change was adopted after lenders including Citigroup fell below minimum capital ratios in last year’s test when including plans for dividends or repurchases.

Some firms may choose to disclose whether they received preliminary approval for their capital plans, what they requested from the Fed on payouts and share buybacks or a combination of the two, one of the people said. Resubmissions are due March 11, three days before final results are released.

Caused Chaos

Even though moratoriums on disclosure are normal, a week “is a long time,” said Coffee, the law professor.

The timing caused chaos last year when New York-based JPMorgan, the biggest U.S. bank, surprised investors and the Fed by announcing two days early that it received regulatory approval for a 20 percent dividend increase. JPMorgan’s statement sent the stock up 7 percent and led the central bank to release test results two days ahead of schedule.

The disclosure prompted other lenders, including Wells Fargo, U.S. Bancorp and PNC Financial Services Group Inc., to accelerate the disclosure of their own plans. It also irritated some staff at the Fed, which had planned to release the test results ahead of the industry, one person familiar with the central bank’s operations said at the time.

JPMorgan’s disclosure was the result of less-than-perfect communication between the company and the Fed, and regulators didn’t fault the lender, a senior Fed official told reporters on a conference call.

“Those banks that know they have been approved for a dividend increase may want to announce it because it will imply they passed their stress test with flying colors,” Coffee said, without referring to a specific lender. “They may find a way to tell the world the good news without technically violating the moratorium on stress-test disclosure.”

The largest U.S. banks are weighing whether to disregard a Federal Reserve request and announce their dividend plans shortly after the central bank s stress tests are released, people with knowledge of the process said.